OPAL - NASDAQ

Good morning, and welcome to the OPAL Fuels Second Quarter 2025 Earnings Call and Webcast. [Operator Instructions] As a reminder, this event is being recorded. I would now like to turn the call over to Todd Firestone, Vice President of Investor Relations, to begin. Please go ahead.

Thank you, and good morning, everyone. Welcome to the OPAL Fuels Second Quarter 2025 Earnings Conference Call. With me today are Co-CEOs, Adam Comora and Jonathan Maurer; as well as Kazi Hasan, OPAL's Chief Financial Officer. OPAL Fuels released financial and operating results for the first quarter of 2025 yesterday afternoon, and those results are available on the Investor Relations section of our website at opalfuels.com. The presentation and access to the webcast for this call are also available on our website. After completion of today's call, a replay will be available for 90 days. Before we begin, I'd like to remind you that our remarks, including answers to your questions, contain forward-looking statements, which involve risks, uncertainties and assumptions. Forward-looking statements are not a guarantee of performance, and actual results could differ materially from what is contained in such statements. Several factors that could cause or contribute to such differences are described on Slides 2 and 3 of our presentation. These forward-looking statements reflect our views as of the date of this call, and OPAL Fuels does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date of this call. Additionally, this call will contain a discussion of certain non-GAAP measures. A definition of non-GAAP measures used and a reconciliation of those measures to the nearest GAAP measure is included in the appendix of the release and presentation. Adam will begin today's call by providing an overview of the quarter's results and recent highlights and an update on our strategic and operational priorities. John will then give a commercial and business development update, after which Kazi will review financial results. We'll then open the call for questions. And now I'll turn the call over to Adam Comora, Co-CEO of OPAL Fuels.

Good morning, everyone, and thank you for participating in OPAL Fuel's Second Quarter 2025 Earnings Call. Second quarter results were in line with our expectations, and we are maintaining our guidance for the year. We are making solid progress on building our operating platform that will support continued growth of our RNG production assets and expanding network of fueling stations. Our business continues to show solid performance, giving us confidence we will continue to see operational improvements throughout the balance of 2025. Second quarter adjusted EBITDA was $16.5 million, $4.6 million lower compared to the same period last year, with this quarter's results impacted by a lower RIN price environment, a reduction in renewable power earnings and some nonrecurring expenses that Kazi will discuss later. Key highlights from this quarter include production in our RNG Fuel segment of 1.2 million MMBtus, which is 33% higher versus the same period last year and in line with our expectations. Our second quarter Fuel Station Services segment EBITDA was approximately $11.2 million, 30% higher versus the second quarter of 2024. We completed the sale of $16.7 million of Inflation Reduction Act investment tax credits generated by the Prince William RNG facility, which contributed to cash flow and earnings. These tax credits are not included in our adjusted EBITDA. In addition to our operating results, OPAL Fuels was added to the Russell 2000, Russell 2000 Value and Russell 2000 Growth indices. It is worth noting that according to Bloomberg, less than 20% of the Russell 2000 companies are included in both the Growth and Value indexes, a testament to the platform and the growth we are delivering. Second quarter earnings also turned the corner for OPAL, producing positive earnings per share. I want to shift topics and discuss the positive movement we've seen in the policy environment during the second quarter, with long- awaited clarity and bipartisan alignment supporting RNG through constructive tax policy. The passage of the One Big Beautiful Bill Act marks a pivotal moment for our sector, with policymakers on both sides of the aisle recognizing the extensive benefits from biomethane capture and its productive use, including economic growth and energy security, while also providing improvements to local air quality and methane abatement. Chief among its provisions is the definitive extension of the 45

Thank you, Adam, and good morning, everyone. This was another quarter of disciplined execution for us at OPAL. Our team made operational progress, and we are seeing consistent and more importantly, scalable results from the platform that we are building. It is confirming that our business model that integrates RNG production with marketing and distribution through fueling stations is paying off. As Adam mentioned, we produced over 1.2 million MMBtu of RNG in the second quarter, a 33% increase year-over-year. These gains were driven by the continued ramp-up of our Sapphire and Polk facilities, which came online in late 2024 and improved uptime across the base portfolio. As we discussed on our last call, we are seeing improvement in operating performance. Recent months have shown upward momentum, and that performance is giving us confidence in achieving full year production results within the lower end of our guidance range. The Atlantic RNG project, which represents 0.33 million MMBtu of annual design capacity, has begun commissioning and is expected to enter full commercial operations shortly. We are pleased with the execution on this project and expect production contribution in the fourth quarter. The next wave of in-construction projects, Burlington and Cottonwood, are expected to come online in 2026 and Kirby thereafter in 2027, together adding an additional 1.8 million MMBtu of annual design capacity. In addition to our in-construction projects, our development pipeline has numerous near-term opportunities with secured gas rights, and we are maintaining our guidance to place 2 million MMBtu into construction in 2025. We follow a rigorous capital allocation framework that includes managing our capital resources, liquidity and financing arrangements. Within this framework, we are developing a number of investment opportunities that meet these criteria. On the downstream side, our Fuel Station Services business continues to perform well. In the second quarter, segment EBITDA increased 30% compared to last year. Although the first half of this year presented some macro headwinds for new CNG and RNG adoption, by logistics and transportation firms from tariffs, from equipment availability and pricing and from EPA policy uncertainty, we are now seeing all 3 moving in a positive direction. We are on track to meet our guidance for this segment. We have 45 stations under construction today, 20 of which are OPAL-owned. Owning fuel station infrastructure allows us to not only participate in long-term recurring dispensing economics, but also to earn a solid rate of return on the infrastructure that is uncorrelated to environmental credit prices. To facilitate and accommodate our growing operating platform, we continue to invest responsibly in our people, systems and advocacy efforts. We believe these investments and expenses will enhance long-term earnings power and create shareholder value. I'll now turn the call over to Kazi to discuss the quarter's financial performance. Kazi?

Thank you, Jon, and good morning to everyone joining today's call. Last night, we issued our earnings press release outlining our results for the second quarter ended June 30, 2025. We also concurrently filed our Form 10-Q and posted an updated investor presentation on our website. Revenue and adjusted EBITDA for the quarter were $80.5 million and $16.5 million, respectively, compared to $71 million and $21.1 million in the same period last year. Net income was $7.6 million, up from $1.9 million in Q2 2024. This year-over-year quarterly growth in revenue reflects the continued ramp-up of RNG production at facilities commissioned in 2024 and continuing growth in our Fuel Station Services segment. Included in these results is OPAL's share of adjusted EBITDA from equity method investments, which was $6.1 million for the quarter versus $6.7 million in Q2 2024. While we continue to see growth in most financial parameters, our adjusted EBITDA is lower year-over-year. Primary drivers are lower RIN prices this year with a realized price of $2.50 versus $3.13 last year, and the loss of ISCC carbon credits in our Renewable Power segment. As a reminder, this credit expired in November 2024, and as such, the year- over-year impact will continue through end of this year. Our second quarter results are also lower sequentially due to increased nonrecurring new project operating expense and nonrecurring G&A supporting our investments in advocacy and technology for our operating platform. Our income statement also includes a nonrecurring G&A expense of $2 million related to a contract restructuring, which is added back in adjusted EBITDA. The other increase in G&A this quarter reflects targeted upfront investments and expenses in strong advocacy efforts, in addition to strengthening our operational and financial foundation. A key part of strengthening our operational and financial foundation is the improvement in our internal control environment to meet all SOX criteria by 2026. It requires an upfront and nonrecurring end-to-end redesign of our financial processes, implementation of a robust control environment and the deployment of tools that can scale with our business. These investments will not only enable a sustainable governance structure to support our today's complexity, it will also allow for greater scale and long-term cost savings. Now let's turn to our capital expenditure for the quarter, which totaled $16.4 million, including $7.3 million related to our equity method investments. As of June 30, our total liquidity was $203.2 million, which includes $29.3 million of cash, cash equivalents and short-term investments, $138.4 million of undrawn availability under our term credit facility and $35.5 million of remaining capacity under our revolver. In June, we monetized approximately $17 million in investment tax credits and still expect roughly $50 million in gross ITC sales in 2025, which bolsters our operating cash flow. We believe our current liquidity position, combined with operating cash flows is sufficient to fund our existing construction projects and anticipated funding needs. As Adam mentioned, in spite of lower RIN prices, we continue to expect adjusted EBITDA to be within the range of our guidance. We are planning an Investor Day and engage with the investor community later this year. We will discuss our long-term business outlook and our ability to generate sustainable discretionary free cash flow during that meeting. With that, I will turn the call back over to Jon for closing remarks.

In closing, we remain well positioned for continued disciplined execution of our strategic growth objectives and the expansion of OPAL's vertically integrated platform. And with that, I'll turn the call over to the operator for Q&A. Thank you all for your interest in OPAL Fuels.

[Operator Instructions] Our first question comes from Derrick Whitfield with Texas Capital.

One of our biggest takeaways from your and [ Klean's ] releases yesterday was really the strength of your dispensing business. Perhaps for Adam, could you speak to how the competitive landscape has changed in recent quarters on the downstream side and the demand you're seeing from customers for conversions from fossil to RNG now that EV and hydrogen options are seemingly being pushed to the right?

Yes. I would say that given some of those recent policy changes and what we're seeing from equipment pricing and equipment availability, there has been a market shift, where really a lot of the large major national fleets are really engaging on CNG and RNG. And I think when those large fleets are looking around to who can really support a successful deployment and really rely on dependable supply of RNG, there aren't too many that have really executed on it. And I think OPAL Fuels is in a really good position given our success and track record that we've had in this space working with these major national fleets. So I would say there have been earlier in the year some macro headwinds around whether it be where tariffs were playing out and where freight rates have been and that sort of thing which may have slowed a little bit people's thinking on deploying RNG and CNG. We are seeing some of that abate, and we're really front and center for these national fleet deployments. So we're really enthusiastic about what the prospects look to be for this as a good cost-effective and proven technology versus diesel. And although -- you have also seen some folks on the margin that maybe are no longer being forced to focus as much on sustainability. There are still a number of significant fleets that still have sustainability targets. And we're -- we have -- feel good about where we sit and where the industry is headed from that perspective.

And just to clarify, I mean, at this point, you guys really haven't seen any pull-through on the X15 insight. Is that fair?

I would say this. In general, trucking and logistics firms are a little bit slower moving than we would all like. And in terms of pull- through, are we seeing those trucks being deployed on the road today? Not as quickly as we would like. And at the same time, the funnel of business development activity, we're really pleased with. So we think there's a bright outlook for it. And again, you still had -- it's relatively not that long ago that we had that Phase III EPA truck clarity, and it wasn't that long ago that we had additional equipment being provided into the marketplace. So no, it's not in our results yet today. And at the same time, we're feeling better about all those engagements and where it's going to shake out for '26 and beyond.

That's great. And perhaps for Jon, my other big takeaway from your release was the reiterated guidance despite RNG production being a little weaker than consensus had expected for the quarter. Could you perhaps speak to exit rates for the quarter or just maybe qualify -- give some character to how much of your construction projects today -- or how they're progressing and like what percent of completion they are?

Sure. We remain really optimistic about our portfolio of projects in construction. The Atlantic project is in advanced stages of commissioning right now and we expect that to come online shortly, and that will add to our overall nameplate capacity in operation during the year and meaningfully contribute to the fourth quarter. We have the Burlington and Cottonwood projects on track for next year, and they're advanced enough into construction that we have good confidence on the timing of those projects as well. I mentioned that the Kirby project is in 2027. That project was originally scheduled for the end of 2026. The project is located in Northern California, where permitting is a little bit difficult. And when a project is on the front end of the construction time frame, sometimes that permitting timeline can affect the overall project time frame. In addition, the project is a little longer time frame of construction than our other projects because of both being in California and being a bit more complicated than some of our other projects. So generally speaking, when we look at our total portfolio of projects in operation and construction, we're seeing that 9.1 million MMBtu in operation at the end of this year, 10.2 at the end of next year, and then with Kirby and others coming online, more than 10.9 in the following year. So really on track on the execution of that growth and looking forward to putting additional projects into construction as well during the course of the year. We're on track with our guidance -- in line with our guidance of 2.0 million, and we expect based on projects that we've announced before that are in development with signed gas rights, that we should meet that and proceed with those growth plans that we expect.

Our next question comes from Ryan Pfingst with B. Riley.

So as mentioned, you've been able to maintain your guidance despite the weaker RIN price environment. Could you just give some more detail around what the main drivers are that have allowed you to keep guidance unchanged?

There are a couple of areas that we see we would be able to continue to maintain our guidance. Part of the issue -- part of the drivers are, if you remember, we do have some forward purchases of the RINs -- forward sales of the RINs. That allows us to have a little bit of confidence in terms of our achievement of revenue. The second area that I see is our production, the way the production is trending. If we can keep it towards the lower end of our guidance, I think we will be able to hit that. The third major area is, even if you see the quarter has a onetime nonrecurring G&A expenses and investments, those will normalize for the rest of the year. In addition to -- so these are generally, and including our RNG project. The other major contributor would be our downstream business, our constructions. And both in ourself, FBA stations as well as construction for third parties, it has got lumpiness. And those lumpiness has shown up partly in the lack of it during Q2, which are picking up pretty strongly in Q3 and Q4. So these are the few areas that gives us enough confidence that we will be within that range.

I appreciate that color. And then for my second question, can you just talk about the landscape for M&A and how you're thinking about potential acquisition opportunities today?

Yes. This is Adam here. We're still in a fragmented industry. And it's clear that we're building a scalable operating platform, both in our people and our technological platform. And our vertical integration also allows for really interesting opportunities on both upstream and downstream. So we do see that there is opportunities for consolidation in the sector. And we always look at what's going to maximize shareholder value. And some of that comes down to what are the best allocation for those resources in order to do it. Is it investing in new projects? Is it looking at some of those M&A opportunities? And it wouldn't surprise us if there is further consolidation in the industry. And -- I'll leave it at that for now.

Our next question comes from Martin Malloy with Johnson Rice & Company.

I want to kind of follow on the last question and ask about returning capital to shareholders. And I realize you just talked about having an Investor Day towards the end of the year. So if you want to tell me "just hold on," that I get it. But any thoughts on timing of returning capital to shareholders? Would it ever make sense to ratchet back maybe on CapEx spending and institute a dividend?

Yes, Marty, this is Adam here again. And I want to impress upon everybody that we are here to maximize shareholder value. And we are really disciplined in looking at how to allocate what is liquidity and discretionary free cash flow available. We do have a robust set of project opportunities, which, even given where RIN prices are today and -- still affording attractive spreads between our cost of capital and investing that capital. And -- but we're always flexible in our thinking on what we think is going to drive and maximize shareholder value. So I would say let's hold off a little bit until the Investor Day, and we give a little bit more thought and share our thoughts around discretionary free cash flow and what to do it and what the optionality is. The nice thing about our business and our business platform is we're going to have that optionality. And we always think that we are going to be creative and proactive in how we use that discretionary free cash flow to maximize shareholder value. So the nice thing about our business, again, is that when you're doing that -- when you build that platform, you do not require CapEx to produce our fuel in the future. We are going to have options on what to do with that discretionary free cash flow, whether it be M&A opportunities, returning cash to shareholders or investing in new greenfield projects.

Our next question comes from Adam Bubes with Goldman Sachs.

Nice to see the 30% EBITDA growth in Fuel Station Services. On one hand, I think the comps get a little bit harder from here. On the other hand, it sounds like underlying policy and macro environment is becoming more supportive. Just how are you thinking about what growth can look like for that business on a more normalized basis in the medium term?

Yes. So I'm going to -- this is Adam again. I'm going to sort of reiterate some of the comments that Kazi said. So 2Q, a little bit light in terms of finishing out construction, and that's just the timing of when stations are set to come online or finish out construction. So we do see a pickup in the back half from -- and even in Q3, from some of those activities and remain comfortable with our -- the guidance we provided for Fuel Station Services for the year. And as we get into the -- so that's what I'm going to consider, the medium-term outlook, the next 2 quarters, given how investors think of things. But in reality, we'll talk a little bit more about '26 and beyond sort of later in the year and as we provide guidance for '26 and beyond.

Great. And then I think in May, you announced a JV landfill gas project with RSG in North Carolina. I may have missed it, but I don't think I heard or saw an update. How should we be thinking about timing and your share of MMBtu on that project?

Yes. No, I appreciate you raising that one. We're really excited about that project with Republic at the CMS landfill in North Carolina. We are just finalizing and finishing our development around that, where it's going to lay out on the site and that sort of thing. So you are correct. You didn't miss anything yet in terms of announcing formal construction start. But that one as well as some other gas rights we secured earlier in the year with our partner GFL for 4 sites. We have a number of projects that are -- we're currently in the final stages of development and that sort of thing. And it's those and a couple of other projects that give us confidence that we do have a number of projects that can meet our 2.0 million MMBtu target of construction starts for the year.

Terrific. And then last one for me. Can you just update us on returns on prospective landfill gas projects marking to market for the current D3 RIN pricing? And you spoke to this a little bit earlier, but just how you're thinking about balancing potential to invest in new projects versus sort of letting the strong underlying free cash flow conversion machine of these projects start to flow through the financials?

That's a good question. And I would put it this way. The risk-adjusted return is very important for us. So for -- as Adam said, in terms of the potential capital allocations, whether we are thinking about the CMS project or the other gas rights we secured in the past, including other opportunities set with us, we have in front of us, we are evaluating on the basis of risk-adjusted RIN price outlook. We are not looking at on a rearview mirror with a very high RIN price. And our evaluation and final investment decision will be on the basis of the practically -- pragmatically expected RIN price over the horizon of the project. So we will -- rest assured that we are not going to give our green light or build any of our assets with an optimistic forecast. So it's very important. That's why we are looking at the capital allocation between both RNG projects as well as the downstream business, where we're looking at potential opportunities in owning infrastructures where I can -- we can earn risk- adjusted return which are not tied to the environmental credits market. So managing and deriving some level of portfolio stability on the long term for the entirety of the OPAL portfolio. So in both cases, we are looking at risk-adjusted return and uncorrelated revenue and bottom line pattern.

[Operator Instructions] Our next question comes from Betty

I wanted to go back to the previous question, maybe a similar -- in a similar vein, how are you thinking about balancing investment and growth between the upstream RNG production and the downstream fuel distribution? Are you looking to grow RNG supply? Or is it more about building out more RNG distribution?

Another very good question. So we're actually looking at it in 2 different perspectives. One, the opportunity sets in both upstream and downstream, how each of those opportunity in of itself give us what kind of risk-adjusted return. The second criteria we're looking at is -- when I'm combining these 2, to what extent each one of those are enhancing the value for the others as well as bringing the stability to the portfolio in the longer term. So these are the criteria we are going to have to maintain as we greenlight whether to invest in new RNG facilities or/and investing in the downstream. So both has to be fulfilled -- both criteria has to be fulfilled for us to move forward in investing in this area. As Adam mentioned, that is where ultimately we will decide if we have the opportunity set for us to be able to continue to invest to improve the shareholder value or we'll give the money back to the shareholders in some other form.

Yes. And I just -- yes, this is Adam. I just want to follow up on that. We believe we've got a number of larger projects within our development pipeline which will meet the investment criteria on a stand-alone basis, and at the same time, we really like the Fuel Station Services business and continue to allocate more capital to it. And quite frankly, even if we were to invest more in the downstream development -- excuse me, in the downstream fuel station network, you've always got the ability to also participate in RNG dispensing economics. So we're looking at both a little bit independently, find that we've got really good opportunities on both sides and recognize the synergies when you're doing both at the same time.

That makes sense. For my follow-up, I wanted to ask about voluntary markets. Just curious what you're seeing there. If you could provide an update, that would be helpful.

Yes, it's been a little quiet on voluntary markets, is how I would describe it. There are a couple of state-level programs that are thinking about pushing it through. I know New York is thinking about one. And again, we're trying to maximize the value of the molecules that we produce and that continues to be in the transportation fuel market. It really drove what our business strategy has been in terms of integrating the upstream and the downstream to be able to have offtake into that most valuable market. That being said, we are agnostic to whether or not the fixed price voluntary markets will be at a level enough to what we think makes sense for us to contract in those markets. We've said time and time again we thought it was a little bit of mispriced regulatory risk between the discount in the fixed price voluntary markets and what we're able to achieve in transportation fuel. That may change over time. And the other voluntary market that we're waiting to open up would be export markets over to Europe and that sort of thing, which is still challenged with pathways. So for now, it's been a little quiet on the voluntary fixed price market from our perspective, but we are, as we always like to say, flexible in our thinking. And should that make sense, we'll evaluate those as they materialize.

I'm showing no further questions at this time. I would now like to turn it back to Adam Comora for closing remarks.

All right. We appreciate everybody's interest in OPAL Fuels and hope everybody has a great rest of the day and great rest of their summer.